Mankato Christian Academy

“An Executive Committee comprised of the officers of the Corporation and such other persons as may be appointed by the Board, may be appointed to act during intervals between meetings of the Board. During such intervals and subject to the Board's control and direction, the Executive Committee shall have and may exercise all of the authority and powers of the Board subject to such limitations as the Board may impose from time to time. Unless specifically authorized by the Board by resolution approved by affirmative vote of a majority of the Directors, the Executive Committee shall not have the authority and power to elect officers, to amend the Articles of Incorporation, to adopt a plan of merger or consolidation, to authorize the sale of disposition of all or substantially all of the property and assets of the Corporation, to authorize a voluntary dissolution of the Corporation or a revocation thereof, or to amend these Bylaws.”

“Eric Else and Mindy Else have a family relationship.”

“The Mankato Christian Academy, a Minnesota nonprofit corporation, shall have two Members (each voting members): Eric Else and Malinda Else. Upon the death of the survivor of Eric and Malinda Else, or if earlier, the written resignation of the second of Eric and Malinda Else as a Member of the Corporation, then the Corporation shall have no Members. Neither Eric nor Malinda Else may be expelled as a Member, nor may their respective memberships be terminated (except by death or written resignation as a Member.)”

“Each Member has one vote, and the Members may elect the Board of Directors of the Corporation.”

“The Board of Directors are provided a copy of the Form 990 for review before it is filed.”

“Conflict of Interest disclosures are required by board members and officers of the School on an annual basis or as conflicts arise. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.”

“The governing documents, conflict of interest policy, and financial statements are not available to the public.”

“Prior Period Adjustment -906.”